


Spare My Child

by Yatzstar



Series: Peni and Noir [3]
Category: Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: Aftermath of Torture, Fluff, Fluff and Hurt/Comfort, Gen, He will protect his child at all costs, Hurt/Comfort, Mild Blood, Noir is a dad, Noir is gonna be on the warpath
Language: English
Status: Completed
Published: 2019-02-12
Updated: 2019-04-01
Packaged: 2019-10-27 03:43:43
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 6
Words: 12,280
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17759147
Author URL: https://archiveofourown.org/users/Yatzstar/pseuds/Yatzstar
Summary: "Oh, ravaging flame, burn and burn!Light my face in fury!Only spare my child."--Peni is taken by the Vulture, and Noir is not going to stop until he gets her back.





	1. Chapter 1

**Author's Note:**

> Hi everyone! I don't expect this to be super long, but I'm making it multi-chaptered so I can provide you all with that delicious content quicker! Enjoy!

 

_Miles: hey guys, I stopped a robbery at a diner a couple weeks ago and since then Spider-Man can eat for free. Want to eat on Saturday??_

_Peter B: you’ve been getting free food and didn’t tell us???????_

_Miles: oops_

_Gwen: sounds good to me_

_Ham: I love diner food :8)_

_Peni: it’ll be like eating in a history museum!!!_

_Miles: everyone’s dimension is a history museum to you_

_Noir: Do they have egg creams?_

_Miles: idk really, but their food is awesome_

_Noir: I’ll hold you to that._

_Miles: ok, Saturday at 5 PM ish. It's on 16 th Avenue, plz be on time!!_

_Peter B: no promises_

_Gwen: what he said_

 

Miles was the first one to the diner as anticipated. The owner greeted him with a warm smile as he walked in.

“Hey, Spider-Man! Been a few days.”

“Hey, Maurice,” Miles replied, making a conscious effort to deepen his voice. “I can’t be having greasy diner food every day, or else I'd end up being some kind of fat Spider-Man.”

Maurice laughed. “Yeah, like that could ever happen.”

Miles fought back a snicker at Peter’s expense. “I got some Spider-Friends of mine coming to eat. Is that cool?”

He raised an eyebrow. “There are more Spider-Men?”

“Uh, yeah, sort of. It's kind of complicated. Y'know, superhero stuff.”

“Well that’s fine with me. The more Spider-Men I have in my diner, the less likely I am to get robbed.”

Miles took a seat at a booth next to the window, allowing his friends to easily see him. Passers-by on the street or patrons waved to him occasionally or wanted to get a picture of him, but for the most part people were accustomed to the sight of Spider-Man.

After about five minutes, the door jingled and Peter and Gwen walked in, dressed in their full regalia.

“Hey guys!” Miles called, waving them over.

Maurice raised an eyebrow as the two spiders moved across the diner. “Your friends, I presume?”

“Yeah,” Miles said, “and I have three more coming.”

Maurice’s eyebrow rose even higher, but he did not question it.

“Seems like a good guy,” Gwen said, sliding into the booth beside Miles. “Especially if he’s willing to feed six hungry spiders for free.”

“Especially him,” Miles snickered, pointing to Peter, who sat down across him. “He could eat everything Maurice has and still be hungry.”

“Come on guys, can’t you give me a break?” Peter whined.

“No,” they replied in unison.

“I’ll have you know, I’ve lost several pounds in the past month,” Peter said, leaning back, a proud smirk  behind his mask.

Gwen craned her neck to check the size of Peter’s stomach. “Sure looks like you’ve found it again.”

Peter scowled at them both. “Whatever happened to respecting your elders?”

Before the conversation could continue, the door jingled again. Maurice's eyebrows went even higher when Ham walked in. The pig offered the man a small salute before trotting over to the booth, hopping up next to Gwen and Miles.

“Not a bad lookin’ place,” Ham said, taking in the linoleum and the styled chairs and tables. “I gotta place like this back home.”

“Do they serve hamburgers?” Peter asked half-seriously.

“Of course they do!” Upon receiving horrified from looks from the other three, Ham said, “Don’t worry, it’s not like that. Food just appears out of nowhere in my world.”

“Still weird,” Peter mumbled.

 

Peni landed easily in the alleyway, taking in her surroundings. It was a quieter part of New York, most of the buildings under ten stories tall. There were plenty of people on the street, but not nearly as many as there would have been in a denser area.

She stepped out onto the sidewalk, looking around. She didn’t see an ancient diner-looking place on this street. She'd done her best to calculate the coordinates, but it was hard to get exactly right when she was so far removed from Miles’ New York.

A tingling sensation went off in the back of her mind, one that usually screamed danger, but not this time. She turned back to the alleyway just in time to see a dark figure melt from the shadows, one that was to many a herald of doom, to her a tower of safety and comfort.

“Hey, kid,” Noir said.

“Hi, Noir,” she replied.

“I figured you’d calculate wrong,” he said, coming to stand beside her. “The joint is one block over.”

“Well, it could’ve been worse.” She slipped her small hand into his large gloved one, and he squeezed gently in wordless affection as they walked off down the street together.

 

“So are there humans in your dimension?” Miles asked.

“No, they’re this weird mythical creature. When I first landed here, I thought I’d gone nuts,” Ham said.

“So... humans are like unicorns?”

“Unicorns are mythical?” Ham exclaimed.

Ham’s revelation was interrupted when the door opened again, bringing in a gust of wind that smelled of rain, though the night was clear. Sure enough, it was Noir in all his gritty glory with Peni by his side.

Maurice was surprised to see a man in all black-and-white, but what was even more surprising was that he held the hand of a small girl, which somehow seemed heinously out of character for such a dark-looking man.

Noir tipped his hat to Maurice and Peni offered him a small wave before they went to join their friends. Peni scooted into the booth first, ending up slightly sandwiched between Peter and Noir, but she didn’t mind.

“This is almost exactly like it is in my dimension,” Noir rumbled, looking around at the diner and all its decor. “Aside from the color.”

“Looks just like they do in the history books,” Peni said. “But it’s cool to actually be in one.” Spider crawled out of her shirt pocket and onto her shoulder, chirping happily.

“You brought him?” Miles asked, noticing her tiny companion.

“Yeah.” Peni looked down at Spider with a smile. “He likes you guys just as much as I do, but I figured a mech wouldn’t fit into a diner.”

“Good point.”

“Uh, is this everybody?” Maurice called from the front.

“Oh, yeah!” Miles said, sounding sheepish at having forgotten him. “This is everybody.”

Maurice came over, handing all of them menus. “I’ve seen some strange things in my time, but I think this is the strangest.”

“I know the feeling,” Peter sighed.

“Thanks, man,” Miles said. “Money is tight for most of us.”

Maurice shrugged and smiled. “Anything I can do to help Spider-Man.”

“Six bucks for a burger?” Noir exclaimed as he looked at the menu. “How rich are you people?”

“Inflation is a thing,” Peter said, “and the Great Depression is over.”

“At least I know it ends,” Noir said.

Peni pointed at her menu, showing it to Noir. “Isn’t that the drink you like?”

Noir peered at the line she indicated, and his exclamation was nothing short of delighted. “Egg creams!” he then turned his gaze to Miles, who looked awfully gleeful despite his mask. “You knew the entire time, didn’t you?”

“Maybe...” Miles snickered.

“You’re holding out on all of us, kid!” Peter complained. “First you don’t tell us about the free food, and then you didn’t tell Noir about the egg creams!”

“I wanted it to be a surprise!” Miles argued. “The only thing that would’ve made it better was if I could see his face.”

Noir ignored the ensuing argument and turned, eyeing Maurice. Peni realized his intentions and tugged on his coat sleeve. “Get me one too!”

“Sure thing, doll,” he replied easily, and rose from his seat. He was halfway to the counter when his Spider-Sense went off, telling him to

 **DUCK**.

Noir ducked just as the front window exploded, sending glass shrapnel flying everywhere. Something hit him in the back and sent him to the floor, knocking the breath out of him momentarily. In the shadows and the glass he glimpsed a large birdlike figure as he struggled to breathe. Then a high cry pierced through the chaos that he knew in a heartbeat.

“Peni!”

He forced himself upright, turning just in time to see the birdlike figure take to the air with Peni’s limp form in its claws.

It was sudden. It was terrible. She was gone.

Noir leapt across the room, bounding off the table and through the shattered remains of the window, only vaguely aware of his friends picking themselves up off the floor. He ran out onto the street, firing a web at the winged figure but it was already too high for him to reach. He instead fired a web at the building opposite him, intending to give chase that way, but before he could launch himself into the air, a paralyzing blast hit him full force, sending him sprawling to the ground and rendering him immobilized.

Out of the corner his eye, he caught a flash of yellow and green with a crackle of electricity. _Electro_. He tried to move his limbs, but residual electricity still coursed through them, making them twitch helplessly.

He caught a glimpse of the winged figure right before it vanished behind the buildings, and the realization hit him with a sickening force. Wings. _Vulture._

The Vulture had Peni.


	2. Chapter 2

**Notes for the Chapter:**

> Sorry it took me so long to get this done! I've been really busy, but with spring break coming up I'll be able to update way faster. Thank you all for your awesome comments and support! <3

Miles ran out onto the sidewalk, zeroing in on the dark figure crumpled on the ground across the street. “Noir! Are you alright?”

Noir struggled to sit up as Miles ran to his side, the other Spiders right behind him. His tongue tasted of metal and his body tingled unpleasantly, his muscles still twitching. However, the pain was lost on him with the terrible reality of what had just happened. He was barely aware of Miles supporting his shoulders as he sat up. Gwen leaned over him, saying something, but he could barely hear.

“Noir!” Gwen snapped her fingers right under his nose and he jerked his head back, staring at her. “Are you alright?”

“I’m fine,” he growled, getting to his feet. He was trembling, though whether it was from the shock or pure rage and fear he couldn’t tell.

“Who was that?” Miles asked, twisting his head this way and that as he scanned the sky. “It looked like a bird.”

“Vulture,” Noir snarled, his voice low and terrible. “He took her. He took Peni.”

Ham hopped onto Gwen’s shoulder, his snout drooping with worry. “What did he take her for?”

“I don’t know, but I'm not gonna stand around and jack my jaws waiting for the answer.” Noir took a step forward, fully intending to sling himself in the direction Vulture had gone, but his body betrayed him, and he stumbled. He would’ve fallen had Miles not caught him.

“Just stop for a moment!” Miles said. “You took a hard hit.”

“No, I can’t,” he hissed, attempting to rid himself of Miles’ grasp. “I have to get her, I have to get to her before—” He stopped, swallowing his words. He had not yet shared the horror of what he had witnessed with Uncle Ben with the kids, and he didn’t intend to now. He wrenched his arm out of Miles’ grasp and took a step forward, only to be faced with the obstacle that was Peter.

“We have to stop and think about this,” Peter said, holding out a hand to stop him. “He could be meaning to trap us.”

“There is no stopping, there is no thinking,” Noir said, his anger rising the longer they stood there doing nothing. “Vulture has her, don’t you understand?”

Peter’s gaze softened with sympathy. Out of all of them, only he knew the truth of what had happened. Casting a look at Miles, Gwen, and Ham who looked on with anxious faces, he drew Noir aside.

“I know what you’re thinking, but remember that this is a different dimension. It's not yours, which means Vulture isn’t...” He hesitated on the words, a brief grimace stretching his face. “...a cannibal.”

“It doesn’t matter to me,” Noir said. “Vulture is my enemy no matter what universe I’m in.”

“I agree,” Peter said, “but you need to realize that Peni is not going to be eaten.”

“Then what will he do to her?”

Peter set his mouth in a grim line. He was glad Noir had his mask on, because his gaze was piercing enough as it was. “I don’t know.”

“We have to go after him as soon as we can,” Noir said, his voice coming dangerously close to cracking. “He...he has my girl.”

The desperation in his voice pierced through to Peter’s heart. His eyes briefly drifted to Miles, knowing exactly how he felt. “We will, but we can’t run headfirst into this without planning ahead. We don’t know what’s waiting for us, and we could all get captured.”

A defeated sigh escaped Noir as he turned his eyes to the sky once more. “I suppose you gotta point, but every second we wait is one more second _they_ have her. They aren’t fit to even look in her direction, those rotten, slimy sons’a--”

“Hey guys, we should probably get out of here!” Miles’ call interrupted Noir’s tirade, and both older spiders turned to see what he was talking about. A crowd had started to gather around the shattered diner window, with many looking in their direction and taking pictures. Sirens wailed in the distance, signaling that the police would soon arrive.

“Miles is right,” Peter said. “Dealing with the cops would just slow us down. We gotta go to May’s.”

Noir was silent for a long moment before grunting his consent. When the police arrived, it was as if they had never been there.

 

The first thing Peni became aware of was the throbbing pain on the left side of her head. She let out a soft groan, wanting to reach up and touch it, but she found her hands would not move.

“She’s waking up.” A voice, male and unfamiliar, cut through the pain and confusion.

“About time.” Female, somewhat familiar, though she couldn’t place it.

With a groan, she opened her eyes, immediately squinting at the harsh light that assaulted them. As her eyes adjusted, she realized she was in an empty warehouse of some sort, with a dirty concrete floor and few windows high up on the metal walls. Industrial lights hung from the metal rafters, their harsh glare making her head throb even more.

She tried to raise her hands again, but they still wouldn’t move. She looked down and saw that she was in a chair, her hands and feet bound and immovable.

“Peni Parker, is it? I don’t think we’ve been formally introduced.”

Peni turned her head as the female voice addressed her. Beyond the glare, her eyes adjusted to make out three figures; two large and stocky, one tall and slim. The tall one stepped forward, allowing Peni to see who it was.

“Didn’t you get run over by a bus?” was the first thing that slipped out of Peni’s mouth.

Doc Ock’s face twisted into a small frown. “It takes more than a bus to stop me.”

The sarcastic part of her wanted to say ‘sadly’, but instead she said, “Who are they?”

Doc Ock looked back at her two cohorts and gestured for them to come forward. “I’m sure you’ve met some variation of them before in your dimension. Maxwell Dillon, Electro, and Adrian Toomes, Vulture.”

Peni looked at them, and they glared back. She had heard them of them in her own dimension, rogue operators of the V\/LT\/RE and 3LECTR0 mechs, but she had never encountered them, and by the looks of them in this dimension, she was lucky.

“What do you want with me?” she asked.

One of Doc Ock’s artificial arms snaked forth, a circular object dangling on the end of it. Peni's heart dropped when she realized it was her dimensional transporter, and by the looks of it, it was deactivated. If her friends were going to find her, it wouldn’t be through that.

“I’ve been watching the new Spider-Man for quite some time,” Doc Ock explained. “I couldn’t help but notice that his colorful new friends would appear from time to time and then disappear again, and the only explanation seems to be that you’ve somehow figured out how to cross dimensions with minimal multiverse disruptions, a bug I never had the chance to work out.”

“You want me to help you cross dimensions?” Peni asked, a feeling of dread slowly pooling in her stomach.

“Indeed.” Doc Ock tossed the transporter expertly and caught it in her real hands. “I could have just taken the device and done it myself, but this technology is far beyond anything this world has seen. Since you’re the one with the fancy machine, I figured you’d be the one to know how it all works.”

“What’s in it for them?” Peni asked, jerking her head towards Electro and Vulture.

“Money,” Doc Ock said simply. “I can’t do it all by myself, and in the event your friends come looking for you, I’ll need some help.”

“They will come looking for me,” Peni assured her, “and when they do, you won’t be so confident,”

Doc Ock smiled. “Oh, I’m counting on it. I would love to study the dimensional properties of each and every one of you in addition to reaching your respective dimensions.”

Peni swallowed. She wanted them to come for her, and no doubt they had some sort of trap laid for them. She knew they were smart, but she couldn’t count on them anticipating everything. She closed her eyes, turmoil rising within her. She had dealt with villains before, but never without her mech, and with no way to reach her friends and warn them, she had nobody...

...but her Spider.

Through the throbbing of her head, she had not felt her Spider there in her shirt pocket, wondering, reaching out to her. But now he broke through, calling out her mind through their link.

**_Friend, you are hurt._ **

_I’m fine,_ she replied, her mind racing. Doc Ock was starting to go on some scientific ramble about dimensions, and she kept her eyes fixed on the scientist, not wanting to draw attention to her pocket. _Are you okay?_

**_Yes._ **

_I need you to do something for me._

**_Anything for friend Peni._ **

I need you to go to Aunt May’s house. Even if the others aren’t there, she can reach them. Tell them that Doc Ock has me, but tell them to wait until I give you the signal. It’s a trap.

**_You will be alone._ **

_It’ll be alright. Just go._ Doc Ock briefly turned her head, gesturing to a table full of tools off to the side. _Go now!_

Spider scuttled out her pocket and slipped down behind the chair. _I will return for friend._

Doc Ock turned back to Peni, one of her artificial arms snaking forward and releasing the clasps on the chair while she pointed at the table full of tools with her real arm. “Show me how it works.”

Peni looked her in the eye, not moving an inch. “No.”

Doc Ock’s expression turned sour. “I should’ve known you would be defiant. Peter Parker always was.” She sighed, turning away. “At least you’ll be easier to break than he was. Dillon, make it hurt.”

Spider slipped from the warehouse, Peni’s pain adding urgency to his steps.

 

 


	3. Chapter 3

Noir was on the warpath. When they reached May’s house, he completely bypassed any words with her and headed straight for the Spider-Shed. The other Spiders were slower, taking time to explain to May what had happened.

When they entered the Spider-Shed, they found Noir standing at one of the tables, his had and mask thrown aside as he loaded fresh rounds into his pistols. His normally fluid movements were made harsh in his anger, and his face was set in a snarling grimace, the scar that sliced through his lips wrinkled into a jagged pattern. His likeness was so fierce that all the Spiders hesitated to approach him, but May had no such consternation.

“We’ll get her back,” she said softy, resting a gentle hand on his shoulder.

Noir turned, shoving his pistols into their holsters. “We’d better. The sooner I can punch those goons full of lead, the better I’ll feel.”

“You’re gonna kill them?” Miles exclaimed.

“Of course I am,” Noir scoffed. “Scum like them don’t deserve to live, especially not when they’ve taken one of our own.”

“But Spider-Man doesn’t kill people!”

“ _You_ don’t kill people, but I feel differently.”

Miles faltered. Had his life been so terrible that he felt murder was the only option? “But whatever you do in this dimension, I’ll take the fall for it! People will think I’m some maniac with guns!”

“He’s right,” Peter said. “This isn’t your dimension. It operates by different rules.”

Noir bit back a snarl of pure frustration. He knew they were right, but his instincts and anger screamed for him to end the problem once and for all.

“What would Peni want you to do?” May asked quietly at his side.

Her statement gave him pause. She would likely have them thrown in jail rather than killed, no matter how they hurt her. “Fine, but no promises on what I’ll do when I see those no-good bottom feeders.”

“Now that that’s settled, can we please focus on finding the poor girl?” May asked. “I need someone’s dimensional transporter.”

Noir readily offered up his own, handing it over to her. “I’m willing to bet that there’s a tracker on there somewhere. Kid always thought of everything.”

She looked the device over with a keen eye, before pressing a button on the tiny screen and activating a larger, holographic screen. “This might take a little bit. I’m not familiar with this tech.”

“How long?” Noir asked anxiously.

She gave him a sympathetic look. “I’m not sure, but I’ll go as fast as I can.”

So Noir was left to what was sometimes the hardest part of his job: waiting.

 

Peni held out for as long as she could bear it, but eventually she had to give in. Electro’s power was too great, and eventually the pain became so that she feared permanent damage.

“Alright, I’ll do it!” she cried out at last, her throat raw from screaming.

Doc Ock smiled, a truly evil sight. “You held out longer than I thought you would. Truly impressive.”

Peni slumped in the chair, a sense of self-loathing creeping into the back of her mind. Any of the others would surely have lasted far longer than she, but she was small and did not possess the superhuman stamina they had been gifted with. She was woefully weak, and having to give in brought intense shame upon her.

“Now, show me how the transporter works,” Doc Ock demanded.

She tried to make her body move, but Electro’s power had left her barely able to keep her head up. Her muscles still spasmed, and the slightest effort made them tremble. Doc Ock saw her helpless state and one of her arms snaked out, grabbing the girl by the back of her shirt and lifting her over to the table, depositing her none too gently in front of it.

“Get to work,” the woman hissed, looming over her. “Show me everything.”

Peni forced herself to stand, though her legs trembled and almost gave out. She used the table for support, her breath shuddering as she tried to think of the slowest way to dismantle the transporter without subjecting herself to further pain.

She didn’t know how long she would have to wait until they let their guard down, but she steeled her nerves and her body, preparing for the worst.

 

Half an hour passed by, then an hour. Ham passed the time by showing off his cartoon physics to Miles and Gwen, and to an extent Peter, who was pretending like he wasn’t interested. Noir, however, could focus on nothing other than the fact that the Vulture had taken Peni. His worst nightmare had become a terrible reality. No matter what Peter said, assuring him that the Vulture in this dimension was not a cannibal, he could not stop the images of Uncle Benjamin’s mangled body replaced by Peni’s from creeping into his mind.

The thought made him sick to his stomach, and also filled with unspeakable anger. Of all the people he had failed to protect, he had long ago resolved that Peni would not be one of them. But here he stood, having failed to protect her from what was his greatest enemy.

His trigger finger twitched. He had been pacing for most of the past hour, the nervous energy coursing through him preventing him from sitting still. Every second was agony. Every second he could be using to save her as opposed to her being scared, hurt, _dead_ —

The sound of May’s approaching footsteps cut off his panic-stricken train of thought. He turned, hopeful for an instant, but his hope died as soon as he saw her face.

“What’s wrong?” he asked, afraid to hear the answer.

May sighed, fidgeting with Noir’s transporter. “I managed to find the tracking mechanism on these and activate it, but…”

Noir winced. There was always a but.

“Peni’s must be turned off. I couldn’t find hers anywhere.”

Noir’s heart sank. That was the only lead they had, and trying to find one girl in the entirety of New York City was an impossible task. Were it his own New York, it would be a little less impossible, but in this dimension he was clueless.

“Well, I guess we’ll have to do it the old-fashioned way,” Peter sighed. “If I were Vulture and Electro, where would I go?”

“The Alchemax facility?” Gwen suggested.

“Nah, I’ve been keeping tabs on that place,” Miles said. “It was taken over by the police a long time ago.”

Gwen frowned. “I guess that rules out Fisk’s old place too.”

“She has to turn up eventually,” May said. “The villains never keep things hidden for long. They have to announce their victory at some point.”

“But how long is that gonna take?” Noir pressed. “They have to want somethin’ from her, otherwise they wouldn’t go to the trouble of tracking down someone from a completely different dimension.”

“But what do they want?” Miles asked.

“Probably to get to us,” he growled, “and it’s working.”

“Hey guys…” Ham spoke up for the first time in a while, which was quite uncharacteristic of him. Everyone turned to look at him. “You feel that?”

They all paused, entering a brief lull in the storm of emotions. Sure enough, they all felt something on the edge of their Spider-Senses, crawling up to the back of their minds.

“What is it?” May asked, her voice loud in the sudden quiet.

Noir’s heart lurched. For a moment, he thought it was Peni he sensed, but it was ever so slightly different, familiar though it was.

“Hey, look!” Ham pointed, and they all turned to follow his finger. Sure enough, though barely visible in the gloom of the Spider-Shed, a small, black and red spider descended towards them on a silky strand of webbing.

“Her Spider,” Peter said.

Spider descended quickly, coming to hang right above Ham’s head. The pig held out a hand, and Spider crawled onto it easily.

“Maybe it can tell us where Peni is!” Gwen said, her voice tinged with excitement.

“Yeah, but does anyone know how to speak spider?” Peter replied.

“I do,” Ham said easily.

Miles frowned. “Wait, really?”

“Yeah. I was a spider, remember?”

“All this jaw jackin’ can wait till later!” Noir said impatiently. “I want to know who, what, where, when and why!”

Spider let out a series of chirps, which Ham translated easily. “Doc Ock has Peni.”

“I saw her get run over!” Miles said. “She’s gone!”

“Turns out she’s not?” Ham shrugged, and listened as Spider relayed more information. “Vulture and Electro are working for her.”

“Why did they take her?” Noir asked, liking the situation less and less.

“Doc Ock wants to know how to cross dimensions without glitching,” Ham translated. “She’s been watching us, and figured out that Peni was the one that built the transporters.”

At that moment, Spider faltered, his body trembling and his legs curling.

“What’s happening?” Noir asked, a fresh bolt of panic striking his heart. “What’s wrong?”

Ham’s face drooped a little as Spider spoke again. “He says…he says she’s in pain, and he can feel it.”

Noir bit back the foul words that sprang to his mind, his worry and anger rising to a new high. “Where is she?”

“A warehouse on West 14th Street in the Meatpacking District.”

“That’s all I need.” Noir whirled, snatching up his hat and mask with every intention of leaving until Ham’s protests stopped him.

“Wait!” Ham paused, listening to what Spider had to say. “He says that Peni wants us to wait.”

“Wait?” Noir exclaimed, his voice rising in a little in sheer outrage. “For what?”

“They want you to come find her. It’s a trap, so she wants to wait until they let their guard down.”

“And when will that be?”

“She doesn’t know.”

“Does she expect me to sit here while she’s in pain?” Noir snarled. “There’s no way I’m gonna sit around and wait when I know where she is!”

“She does have a point,” Gwen said quietly. “They are expecting us, but they can’t be on guard constantly.”

“We should go now,” he hissed.

“You have to trust Peni on this one,” Peter interjected gently. “We don’t know what we’re getting ourselves into, but Spider can tell us when the time is right.”

Noir let out a shuddering sigh. He couldn’t bear to think of her there in pain, especially with the Vulture. Unable to find words to voice the turmoil he felt, he turned and swung from the Spider-Shed in a single leap. Miles made to follow him, but Peter laid a gentle hand on his shoulder.

“Let him go, bud. I think he needs to be alone.”

 

Noir sat on May’s roof staring up at the sky for quite a while. He didn’t know exactly what time it was, but it was probably past midnight. Finally, he heard a small noise behind him, and recognized Peter’s heavier footsteps.

“Anything?” Noir asked.

“No,” Peter said, sitting down beside him. “The kids are asleep. Ham tried to stay up, but he couldn’t do it. I figured I’d come up and see how you were doing before I turned in myself. Can’t fight villains half-asleep.”

Noir shook his head. “I doubt I’ll sleep a wink until we get Peni back.”

Peter gave him a sympathetic look. “I can’t imagine how you must feel.”

“Every time I close my eyes, I see her ripped apart on the floor, replacing my Uncle Ben.” Noir swallowed hard. “Being told to wait is one of the hardest things I’ve ever been told to do.”

Peter rested a reassuring hand on his shoulder. “We’re going to get her back, I promise. She’s lucky to have someone like you.”

“Is she?” the monochrome man asked. “I’ve failed so many people in the past, and now I’ve failed to protect her.”

“It’s not your fault,” Peter said. “You did your best, and if these past few hours have shown me anything, it’s that you’re far from failing her.”

“You think so?”

“Yeah. You’d do anything to protect her even if it means walking into a trap, and if that’s failure then I have no idea what success is.”

Noir felt slightly heartened by his words, though worry still weighed heavy upon him. “Thank you. You’re a real pal.”

Peter smiled and clapped him on the back. “Anytime.” He stood and stretched, his back cracking in several places. “I’m gonna go try and get some sleep. You should try and get some too. Spider will let us know if Peni sends anything.”

“I’ll try,” Noir replied, returning his gaze to the sky. He listened as Peter’s footsteps retreated, the back door opening and closing. He sat there for a little while longer before standing himself.

He pulled on his mask, donning his hat. Peni had told them to wait, but with knowledge of her location, he couldn’t sit idly by. He had waited long enough. No one was awake to stop him, so he would go alone. They were expecting five, but they would get one.

Peter had said he wasn’t a failure, and he wanted to believe it. But he wasn’t about to let there be even a chance of failure, of letting her get hurt or worse.

Not this time. Not with her.

He leapt from the roof, swinging away like a shadow in the wind, off to rescue the girl that he would _not_ fail to protect, even at the cost of his own life.


	4. Chapter 4

It didn’t take Noir long to find the warehouse. He knew the district well, and it had not changed much in the past eighty years.

As soon as his eyes came to rest on the building, a hideous feeling crawled up his spine. He realized after a moment that it was Peni he sensed, along with her pain. The feeling settled as a pulsing dread in his Spider-Sense, only adding further incentive to complete his mission.

He crept closer to the building, slinking across walls and crossing roofs like a shadow. As he drew near, he picked out a figure perched atop the warehouse. Though it was dark, the figure was backlit by the shine of New York, and he knew who it was instantly.

Vulture.

Noir gritted his teeth. Though he wanted nothing more than to take out the villain from where he crouched, the gunshot would alert those within, and give Doc Ock a chance to run before he made it inside. He would have to settle with sneaking by and not drawing attention to himself.

He slipped up to the roof of a taller building, allowing him a higher vantage point of the warehouse. Across from where Vulture sat, on the other side of the roof, he caught a flash of light. As he looked closer, he saw it was Electro, patrolling across the length of the roof. Fortunately for him, he blended in with the darkness, the only indication of his existence being the glint of light on his goggles as he advanced on the warehouse as a vengeful shadow.

 

All the Spider-People may have been asleep when Noir left, but the Spider wasn’t. He saw the passing shadow of Noir’s figure, and he knew exactly where the man was heading. So he turned from his perch by the living room window to face the sleeping pile of people on the floor.

Peter was laid out, dead to the world, his snores rumbling loudly in his throat. His snoring did not perturb the others however, as both Miles and Gwen were using his ample stomach as a pillow, and Ham was using it as a bed, sandwiched between the kids’ heads.

Spider used Gwen’s form as a ramp, skittering up her arm to reach the only one besides Peni who could understand him.

**_Friend, wake._ **

Ham curled tighter into a ball, ignoring the voice that he supposed was his conscience telling him not to be late to work. “Leave me alone.”

**_WAKE._ **

Ham sat up with a snort, the voice loud in his ear. At first he thought he was going insane, until Spider hopped from his shoulder to his stomach.

“What is it?” Ham whispered. “A message from Peni?”

Spider replied, and his eyes went comically wide. He whacked Peter on the stomach none too gently, and the man sat up with a grunt.

“Did Peni send a message?” he asked, wiping the drool from the corner of his mouth.

“No, Noir’s gone!”

“Gone where?”

“Where do you think?”

“Wha’s goin’ on?” Miles slurred, sitting up blearily along with Gwen.

With a huff, Peter rose and walked out the back door. They heard a slight commotion as he climbed up to the roof and hastily descended, a grim look on his face as he reentered the house.

“Spider is right,” he said. “Noir’s gone.”

“What part of ‘wait’ doesn’t he understand?” Gwen said irritably. “Doesn’t he trust her?”

“He trusts her more than anyone. It’s the villains he doesn’t trust.”

“We need to get there before he does something stupid,” Miles said.

Peter sighed and grabbed his mask. “I don’t know if we can go that quickly, but we can do our best.”

 

Peni’s hands faltered slightly over the partially dismantled transporter she felt a faint twinge in her Spider-Sense, a call coming across a great distance. She forced herself to keep working so as not to disturb Doc Ock’s hawklike attention to the transporter whilst she reached out with her mind to catch the faint strands of that far away call.

 ** _Friend, he is coming_**. The voice of her Spider, a sound that brought such relief she could have cried. Though he had only been gone for a couple of hours at most, they were some of the loneliest hours she had ever been through, powerless in the hands of her enemy.

 _Who is coming?_ she replied, focusing on that faint telepathic strand that stretched across the distance.

**_Like-Father._ **

She knew at once who he meant. Noir. She should have known he would be hard-pressed to wait, and a feeling of dread settled deep in her stomach. The chances of him winning a three-on-one fight were small, even with his skill.

 _The others?_ she asked.

**_We are coming, but we are far still._ **

Peni grit her teeth, wracking her brain. There were many ways this could go, and most of them ended badly for her and Noir, at least temporarily if not long-term.

_When you get here, wait on my instructions._

**_I will, friend._ **

She focused her gaze on the transporter, but her mind was gone to the man who was coming for her, no matter the obstacles that stood in his way.

 

The windows of the warehouse were high up, opening to the rafters from which the lighting hung, leaving everything above the lights relatively dark. Some of the windows were slightly ajar, allowing Noir quiet and easy access. All it took was sticky fingers and a swift tug, and the window was open enough for him to get in.

The warehouse had a few boxes lying around, but it was largely empty, giving him a clear view of what was going on in the middle. He zeroed in on Peni, creeping across the rafters to get closer. His anger came bubbling up to the surface again when he saw Doc Ock looming over her hunched figure, as menacing as ever.

Peni tensed. She felt him; he was in the building, but she didn’t dare look up to see where he was.

Noir stopped right above them, assessing the situation. He fingered his gun, wondering if he should shoot from where he was.

“What’s that?” Doc Ock asked, pointing to a circuit.

“The materialization circuit,” Peni replied in a tiny voice.

Doc Ock took the transporter, studying it closely. One of her fake arms snaked around Peni, tightening around her middle to keep her from running while she inspected the device. The girl let out a pitiful cry as the heavy pressure inflamed her already raw nerves, and that was all the provocation Noir needed. His rage boiled over, and he forewent the guns, dropping like a stone upon the villain.

Peni gasped as Doc Ock suddenly let go of her when a dark figure came crashing down on her. Noir let out a roar, punching the scientist across the face with a tremendous _crack_. Doc Ock flew backwards, but her surprise was only momentary. She rose up on her tentacles even as Noir charged towards her, the grin on her face made even more devilish by the blood that seeped onto her teeth.

“I was wondering when more of you would show up!” she cackled, shooting two of her four tentacles at him. Noir, however, had dodged far more than just tentacles, and he jumped over one before rolling under the other, coming up right underneath her nose with a hard uppercut.

 She stumbled backwards again and he came at her, only to run straight into a third tentacle. The appendage grabbed him under the arms and flung him diagonally upwards and outwards towards the other end of the warehouse. He shot a strand of web at a rafter and swung around, using his already great momentum to fling him back towards Doc Ock feet-first.

She had just turned to go after him when his feet came smashing into her chest, sending her flying backwards into a pile of crates. She growled in frustration, using her tentacles to get up until an ominous click split the air. She froze, slowly turning her head only to find herself looking down the barrel of a loaded pistol.

“Don’t move,” Noir growled. “Unless you want a bullet in your head.”

“A Spider-Man with guns,” Doc Ock observed. “I didn’t expect that.”

Her tentacles twitched, and he took a threatening step forward, blood pounding in his skull. “I said don’t move!”

“Put the gun down.”

Noir looked over at the source of the new voice, and what he saw made his blood freeze in his veins. In his anger, he had failed to notice the Vulture enter the warehouse. Now he stood over Peni, one set of  claws planted on her torso with another wrapped around her neck.

“Put the gun down or she dies,” Vulture growled.

Noir looked down at Peni, who stared back at him, her eyes wide. She grasped desperately at Vulture’s claws to no avail, struggling to breathe with his cruel grip on her neck. Her pain settled in the back of his mind with renewed force, and the sight of her pinned beneath Vulture was his worst nightmare made real.

Slowly, he lifted his hands, preparing to drop his gun. A small whimper from Peni broke the tense silence, and he had never heard a more terrible sound.

“It’ll be alright, darlin’,” he assured her, making his voice as calm as possible despite the raging fear he felt for her. “These goons don’t know what they’re getting themselves into.”

The gun clattered to the concrete floor. No sooner had he dropped it, a something blunt hit him in the back sent him to the floor. He twisted his head around, briefly catching a glimpse of green and yellow. Electro had managed to come up behind in the middle of it all, his booted foot now digging into his back as he leered over his fallen adversary.

“Give him a few volts to weaken him,” Doc Ock said, getting to her feet.

Noir barely had time to process her words before his body was seized by the burning sensation of electrocution. Somewhere in the distance beyond his own cries he heard Peni call out to him, and though she was clearly distressed the sound gave him comfort. So long as she was spared, any amount of pain was worth bearing.


	5. Chapter 5

**Notes for the Chapter:**

> I know I'm bad at replying to comments, but it has been hilarious to watch you guys react to my story! One more chapter to go!

Everything went hazy for Noir for a while, the world becoming one endless burning pain. When he started to come to his senses, the first thing he registered was that his mouth tasted like metal, and it tingled unpleasantly. The second thing he noticed was that upon opening his eyes, the world was blurry. At first he feared the electricity had destroyed his vision, until he felt the coolness of the air on his face, realizing his mask was off.

“Another clone of Peter Parker,” a voice mused somewhere above him. “Somehow I'm not surprised.”

Noir turned his eyes upwards, focusing in on the figure standing over him. The picture was blurry, but he knew that it was Doc Ock. Instinctively his arms jerked in an attempt to defend himself, but he found they would not move. He looked down, realizing that he was caught in a chair of some sort, straps binding his torso, arms and legs in place.

“Peni?” he called out. “Where are you?”

“I’m here.” Her voice, small in the vast expanse of the warehouse, came from his right. He turned his head, though his nerves screamed at the movement, catching sight of her figure. Though it was blurry, he could still make out the contours of her face and a rough image of her eyes. To him she looked unscathed, but the figure of the Vulture loomed behind her, an ever-present threat.

“You’re entirely devoid of color,” Doc Ock observed, drawing his attention back to her. “How interesting.”

“You’ll be devoid of color when I’m done with you,” Noir snarled.

“Now, that isn’t the right way for a man to speak to a lady,” she tutted.

“You’re far from a lady,” he retorted. “You’re a monster doing horrible things in the name of science, just like the Nazis back home.”

Doc Ock did not take kindly to that comment, as a storm cloud passed over her face before being replaced by a malicious smile. “I wonder if you bleed in color.”

Noir steeled himself, knowing full well what was about to happen. This was not his first time being captured, but it was the first time there was someone he loved deeply also being present.

“You leave him alone!” Peni shouted. Out of the corner of his eye, he saw her start to move forwards, only to be harshly restrained by the Vulture, causing a harsh spike in his anxiety for her.

“Stay still, Peni,” he called to her. “It’ll be alright.”

Doc Ock advanced on him, and out of the blurriness he caught a silvery gleam from her hand. It was undoubtedly a knife, and his Spider-Sense screamed at him to

**GET AWAY.**

His body jerked instinctively in response, but it was fruitless. The chair she had bound him in would not give, at least not yet. The coolness of the air hit his hand as she tore off his right glove, and one of her mechanical arms pressed down on his fingers, forcing his hand to lie open, palm up. The next thing he felt was a searing pain in his palm as she drew the knife harshly across the sensitive skin.

Peni cried out, her Spider-Sense reacting to his pain in the same way his had reacted to hers. Noir let out a snarling groan, but did not cry out any louder for her sake.

Dock Ock studied the red pooling on his colorless skin with a twisted interest. “Your blood retains color, unlike the rest of you. Perhaps more tests are in order.”

“Leave him alone!” Peni yelled, kicking and hitting at the Vulture’s grasp to no avail.

She turned her spiteful gaze to the girl. “You’ll keep working on that transporter, unless you want to take his place.”

“No!” Noir cried. “Do whatever you want with me, but leave her alone. She’s a child.”

“A Spider-Child,” Doc Ock retorted. “Spider-Man has been nothing but a thorn in my side for years now, and the only thing that’s keeping me from killing you two is my need to go to other dimensions.”

Noir stared at her, the look on his face one that made her take a slight step back. When he opened his mouth, however, his voice was gentle and calm. “Peni, keep workin’ on the transporter.

Peni frowned. “But--”

“Just do it, doll,” he implored her, turning his head to lock eyes with her. “If it spares you, then do it.”

Peni swallowed hard and shuffled back towards the table, her body throbbing with not only her pain, but his as well. But beyond the pain, she felt the thread of her connection to Spider steadily growing stronger, and she had hope.

 

The four remaining Spiders alighted upon a rooftop not far from the warehouse, offering them a good vantage point while maintaining secrecy. Miles crawled to the edge of the roof to get a better look at it.

“That’s it,” he whispered back to the others.

“I guess we wait on Peni for instructions,” Peter said as they crawled up beside him.

Ham looked at Spider, who remained perched upon his shoulder. “Tell Peni we’re here.”

Gwen shivered, even though the night was mild. “Ugh, you guys feel weird?”

“Yeah,” Peter muttered. “They’re in pain. I can feel it.”

“He got through to her!” Ham whispered excitedly.

“What does she say?” Gwen asked.

Ham looked straight at Miles. “How do you feel about an undercover operation?”

 

Things had calmed down, at least temporarily. Doc Ock had, regrettably, returned her attention to Peni and the transporter, asking her question after question about every little piece, leaving Noir to sit and endure the pain in his hand. The blood flow had slowed down considerably, red staining the arm of the chair and the floor beneath it, but the wound still pulsed with fire.

Never once did his eyes leave Peni, who now had both Doc Ock and Vulture standing over her. Periodically he would jerk at the cuffs keeping him in place, hoping and praying that they might give, but he had no such luck.

“Noir!”

He nearly jumped out of his skin as a hushed voice whispered in his ear. Doc Ock glanced his way, but seemed to take it as a particularly violent attempt to escape his confines and turned back to Peni.

A warm hand he could not see pressed gently on his shoulder. “It’s Miles!”

Relief flooded through Noir like a cleansing wave. He opened with mouth, but the hand pressed a little harder.

“Don’t say anything, just keep still. I'm going to short-circuit the chair, but stay here until I get Doc Ock’s suit dismantled. Nod if you got me.”

Noir nodded just barely, keeping his eyes on Peni. Undoubtedly this was some plan of hers, and he was nothing if not proud of her for orchestrating their escape while simultaneously focusing on the complexity of the transporter. A feeling of pride swelled in his chest. He couldn’t have asked for a better kid.

The warmth of Miles’ hand left his shoulder, and a few seconds later he heard a faint spark of electricity. The bonds loosened on the chair, not enough to be noticed by someone who wasn’t looking for it, but enough that he could pull his body out when the time came. He clenched his fists, readying himself for the coming fight.

Peni kept her gaze fixed on the transporter even as an invisible hand brushed over her hair, a reassurance that he was there. She tensed, doing a backwards countdown from ten in her head alongside Spider.

The moment Doc Ock’s suit malfunctioned, she rose up and yelled at the top of her lungs: “NOW!”

**_NOW._ **

The warehouse plunged into chaos as several things happened at once. Doc Ock turned in confusion as her tentacles started to go haywire, only for her face to connect with Miles’ invisible fist. The windows of the warehouse shattered as three Spiders burst in from three different sides. Noir surged out of his chair with a roar even as Vulture made a swipe at Peni with his talons.

“Don’t you touch her!” he thundered, crashing full force into the villain as Peni ducked away.

The doors of the warehouse exploded as Electro barreled through, charged to the point that the air around him sizzled. He zeroed in on Peni, but Miles saw this and made a beeline for him, his hands crackling with his own electricity.

Doc Ock got to her feet, desperately trying to recalibrate her suit, but the tentacles refused to function thanks to Miles’ intervention. Gwen shot a web at the back panel of the suit, and when it hit she jerked as hard as she could. The panel flew off, taking the tentacles with it. The villain let out a cry of rage, but was swiftly silenced as Peter swung by and cocooned her in webs, finishing it off with a patch over her mouth.

Noir punched Vulture as many times as he could, ignoring the way it inflamed his hand. The Vulture wheeled wildly, trying to shake him off, but he hung on doggedly, all the pent up anger he felt towards his own version coupled with this version’s treatment of Peni coming out in a destructive whirlwind. His wings buffeted Noir’s bared face, the material scratching his skin, but he didn’t care. His flying fist finally caught Vulture in the jaw, stunning him and sending them careening to the floor.

Electro shot a bolt of electricity at Miles, but the young Spider advanced, taking in the energy without so much as a break in his stride. The villain paused, shocked that he had not stopped, and Miles smirked triumphantly.

“Sorry! Guess you can say I have an electric personality!” he snarked as he shot a web, pulling Electro straight into a well-placed punch that knocked him out cold.

Ham bounded over to Peni, who crouched under the table to escape the fighting. He offered her a hand and helped her to her feet. Spider skittered down Ham’s arm and up hers, parking himself comfortably on her shoulder.

“He wouldn’t stop talking about ya,” Ham said, smiling under his mask. “Ya got a good friend there.”

“You can understand him?” Peni asked.

“I was a spider myself,” Ham said with a hint of pride. “I don’t know why you guys don’t remember that.”

Noir tied up Vulture in webs so tightly his wingsuit looked close to snapping beneath the pressure. He left Peter and Gwen to drag him to the others, turning and looking for Peni. As soon as he saw her, he was at her side in an instant, cupping her face with his unbloodied palm.

“You alright?” he asked her, noting the paleness of her skin.

“Yeah, I’m just…just tired.” She swayed on her feet, then did the logical thing for anyone who had been through what she had endured and passed out. Noir caught her, close to having a fit in his worry.

“It’s alright,” Ham said, translating Spider’s chirps. “She’s just exhausted and weak. Nothin’ life-threatening.”

Noir sighed, looking down at her small body cradled against his chest, feeling quite exhausted and weak himself.

Peter, Gwen, and Miles approached them, bearing Noir’s hat, mask and guns. Upon seeing Peni, their concern was immediate until Ham explained her situation.

“I don’t blame her,” Miles said, stifling a yawn. “I could go for a nap myself.”

Peter offered Noir his guns, and he accepted them, handing off Peni for him to hold. Instead of holstering his weapons, he started towards where the three downed villains lay cocooned in webbing, helpless until the police inevitably arrived.

“Noir…” Peter said, a warning in his tone.

He waved back at them. “Go on outside. I’ll be there in a minute.”

“Are you gonna kill them?” Miles asked worriedly.

Noir glanced back at him, and though his expression was steely, he winked at him. Miles nodded, gesturing for the other Spiders to follow him outside.

Noir marched up to the villains, guns in hand. Electro was still unconscious, but Vulture and Doc Ock were awake, staring at him with something akin to fear behind their gags of webbing. Blood seeped from the cuts on his face, giving his already thunderous countenance an even more terrible look.

“Let me make somethin’ clear to you twits. If you pulled what you did in my world, I would’ve punched you full of daylight. However, you can thank my girl and Spider-Man for bein’ more merciful than I am. Because I care about them, I won’t be killing you, regretfully.”

Vulture and Doc Ock relaxed visibly at those words, only to tense again when Noir pointed his gun straight at Vulture’s head.

“But listen up when I say this: if I hear you fools have put your grubby claws anywhere near Peni again, I will not be merciful.” He leaned forward, his voice dropping to a deadly growl. “I never miss.”

He turned away, his anger so great that he was no longer able to bear looking at their faces. He holstered his guns, swinging off to join the others, leaving them to contemplate their life choices as the police sirens drew near.


	6. Chapter 6

“Ouch! That’s a bandage, not a letterpress pal!”

“Well if you’d quit moving around I wouldn’t have to tie it so tightly!” Peter fussed as he tried to bandage Noir’s cut hand.

The black-and-white man ignored his complaints and craned his neck once again to look at the bed where Peni lay, being tended to by Aunt May. When all was said and done, she would be fine, but her body needed to regain its strength after undergoing so much strain.

“You’re like a squirming child,” Gwen scolded, clamping down on Noir’s arm to allow Peter to finish off the bandage.

Noir huffed as Peter finally stepped away, flexing his hand. The bandage limited his mobility, but it would only be a matter of days before the wound was completely healed.

“Well, I’ve done the best I could,” May said, snapping the first aid kit shut. “With a lot of rest she’ll be as good as new. You all should get some rest too, especially you.” She aimed a pointed look in Noir.

“I will,” he murmured, still looking at Peni. “Eventually.”

Miles clapped him on the shoulder. “She’ll be okay, man.”

“I know, it’s just…” He trailed off with a sigh, shaking his head.

May gave him a sympathetic look. “I know. I had a hard time leaving my Peter alone the first couple of times he got badly hurt.”

Noir nodded silently, his brow furrowing as he continued to look at Peni.

May started to shoo everyone else out of the room. “We’ll leave you alone, but get some rest. You can use the bed in the spare room.”

“Yes ma’am.” he replied with a two-fingered salute.

She shut the door almost all the way, leaving it only slightly ajar. Noir sighed, cracking his back and grunted as the tension dispersed. If he was honest, he wasn’t worried about Peni recovering. She had the healing factor, and she was a tough kid to begin with. What he truly feared was that if he took his eyes off of her, even for one moment, some villain would come crashing through the window and steal her away from him again.

He rose and walked over to the bed. Spider, who lay resting on the bedside table, saw him and chirped softly. His lips twitched into the faintest hint of a smile.

“I’m just worried about her.” He reached down and touched her hair gently. She was still pale, but nearly as bad as she had been. He stood there for a moment longer, trying to decide on what to do until at last he came to a decision. He kicked off his boots and gently moved Peni to one side of the bed. It was clearly meant for one person, but she was small, allowing him just enough room to squeeze in and curl around her like a shield, his back towards the window.

Though his body screamed for rest, he didn’t fall asleep right away. For a long time he lay there, listening to Peni breath, needing to be reassured that she was alive and that she had not been torn apart by the Vulture.

At one point her brow furrowed, a tiny whimper escaping her though she still slept. She was dreaming, or at least somewhat aware of her bodily discomfort. Noir stroked her hair, trying to think of something that might calm her.

A song popped into his head, one that was popular in his time. He was by no means a singer, especially if the other Peters were anything to go off of, but he would try for her sake.

As he sang and continued to stroke her hair, her troubled expression slowly faded away into one of peaceful repose. Still he continued to sing, even as he held her close and his own eyes began to slip shut, sleep overtaking him.

_Keep on the sunny side, always on the sunny side,_  
_Keep on the sunny side of life_  
_It will help us every day, it will brighten all the way,_  
_If we'll keep on the sunny side of life_

_Let us greet with a song of hope each day_  
_Though the moments be cloudy or fair_  
_Let us trust in our Savior always,_  
_To keep us, every one, in His care_

When Peni woke, at first she thought she was still caught in Doc Ock’s vicelike grip. As her senses returned to her, however, she realized that she was indeed caught in a vicelike grip, but a welcome one.

**_Like-Father,_** Spider’s voice whispered in her head.

She was squished against his chest so closely that she could hear and feel his heartbeat thudding next to her ear, his chin resting gently on her head. She didn’t move her head but looked around with her eyes, recognizing Peter’s old room in May’s house. Sunlight spilled in the window, and she wondered how long she had been out.

 She tried to move just a little bit, her muscles stiff and crying out for usage. She didn’t intend to wake him, but he was a light sleeper, and her slight shifting woke him almost instantly.

He blinked blearily, moving his head back so he could look at her. Their eyes met, and tiny smile formed on his face. “Hey doll, how are you feelin’?”

In response, she punched him in the shoulder.

“What was that for?” he asked, even though he barely felt it.

“You should have waited like I said,” she scolded, frowning up at him. “You got yourself hurt for no good reason.”

Noir sighed, looking at her with a mixture of affection and exasperation. “I had a good reason. We knew where you were and I was afraid of what they’d do to you if we waited. I’d rather get myself hurt knowing you’re alive than wait.”

“I was fine.” Peni waved away his words, but winced as her muscles spasmed slightly and stilled her hand again.

“Sure you were,” Noir replied sarcastically. “Point is, I didn’t feel comfortable leaving you there without someone to look out for you.”

Though the words were clearly meant to be an assurance, they didn’t sit well with Peni. She frowned, and Noir couldn’t help but notice the change in her facial expression.

“What is it? Did I hurt you?” he asked, a note of worry creeping into his tone. “Are you in pain.”

“No,” she sighed, scooting herself up to gingerly rest against the headboard. “It’s just...sometimes I feel so weak in comparison to the rest of you. I'm younger, I'm smaller, I don’t have super-strength or endurance. I couldn’t hold out against Electro’s torture for as long as one of you could. Without my mech I’m just...just useless!”

Her voice steadily rose in volume and pitch the more emotional she became, self-imposed shame and guilt boiling to the surface. She meant to say more, but before she could a set of rarely-uncovered fingers touched her lips, cutting off her tirade.

“I’m going to stop you right there. You're not useless, Peni Parker, and anyone who says you are is gonna have to deal with me.” Noir’s voice carried nothing but sincerity, but she was not convinced. She opened her mouth to reply, but he kept talking.

“Yeah, you might not be as big or as strong as the rest of us, but you more than make up for it with this.” He tapped her forehead and she blinked. “You managed to make up that whole plan with Miles sneakin’ in even after I ruined your first one without ever lettin’ Doc Ock suspect a thing, and I couldn’t tell you how proud I am of that. You saved both of us in there, and I know I would’ve never been able to manage all that while being in pain and trying to dismantle one of those transporter gizmos at the same time.”

He finally went silent, leaving Peni to digest what he had just said. When she finally spoke, she said, “You’re proud of me?”

“Of course I am,” he said. “That was a hard situation in there, and if you hadn’t worked that out I don’t know what would’a happened.”

“Thanks,” she said quietly, looking down at the bedspread.

Noir frowned, finding her reaction odd. “What is it darlin’?”

“It’s just…no one has said they’re proud of me before.”

He blinked, unable to believe what he was hearing. “No one?”

She shook her head.

“Not even your aunt and uncle?”

“No. They’re always too busy to worry about what I’m doing with Sp//dr.”

He inhaled deeply, the mere thought of her running around without love and aid giving him a boatload of anxiety, but that was a conversation for another time. He took her face gently in his hands, his skin seeming even more colorless against her colorful one.

“Peni Parker, I am proud of you, and don’t ever think for one second thank you’re useless. You mean everything to me, and I would fight a thousand Vultures if it kept you safe.” He leaned forward, pressing his chapped, scarred lips against her forehead.

Peni could find no words to say, the warmth of his kiss spreading from her forehead to her entire body in a rush of happiness and affection. She feared that if she spoke she would start crying, so she leaned her head against his chest, and they sat there in silence for a long while, enjoying being near and safe after everything they had gone through.

Eventually, a question worked its way into Peni’s mind, and she felt confident enough to voice it. “Why do you hate the Vulture so much?”

“I don’t hate him any more than the other slimeballs,” Noir said, hoping in vain to put her off the question.

“I saw how you looked at him in the warehouse,” she pressed. “You almost broke his face. Did something happen in your dimension?”

Noir bit back a groan. He had hoped that he would never have to explain to the younger Spiders what had happened to his uncle, but it was a foolish hope. He supposed that was the downside of knowing such a smart kid; she saw right through him.

Peni noticed his lack of response and lifted her head to look him in the eye. “Noir?”

“Yes, something did happen,” he said at last, “but it’s not for little dolls like yourself to hear.”

She frowned. “I’ve seen my fair share of bad things. I’m a Spider-Woman. You can’t use that excuse on me.”

Noir sighed. He could tell by the look in her eyes that she would not give it up so easily. “The Vulture…he killed my Uncle Benjamin. I won’t go into details about how he died, but it was a terrible death. The Vulture proved himself less than human that day.”

Peni nodded in quiet understanding. She could tell by the change in his face and demeanor that it was agony to talk about, and she felt slightly guilty for pressing the issue.

“That was part of why I couldn’t wait to come try to save you,” he continued. “I know this is a different dimension, but I couldn’t convince myself that he wouldn’t do the same to you.”

“I’m sorry,” she said. “I didn’t know.”

“It’s okay. I was gonna avoid tellin’ you if I could help it.”

“You shouldn’t hide things from me,” Peni said firmly. “I care about you.”

“But I’m not like the other Spider-Men,” Noir insisted. “I’m not against killin’ like they are. I’ve done and seen terrible things, and if I can spare you from knowin’ about then I will.”

Peni took his uninjured hand in hers. “No two Spider-Men are alike, and your dimension happens to bring out the worst in people. You’ve had to deal with that as Spider-Man as best you could. I don’t agree with the killing part, but you’ve done what you had to do in your dimension. It’s okay to tell me about it…in fact I wouldn’t mind if you did. Sometimes you’re a little…”

“…closed off?” Noir finished, quirking an eyebrow. “Brooding?”

Peni bit back a giggle at how spot-on he was. “Yeah, exactly. I’d like to know more about you, the good and the bad. You don’t have to tell me everything if you’re not ready, but I’d rather you not hide things from me.”

Noir smiled genuinely, a truly strange sight. “I’ll try not to, doll. I guess I’ll stick to shootin’ goons in the leg, so the thugs already in the big house learn not to mess with the Spider-Man when they get out.”

Peni laughed aloud at that. She got the general gist of what he was saying, but the slang was so outlandish to her that she couldn’t help it.

**_Friend, food._ **

Spider’s whispering voice reminded her of the pinch in her stomach. She swung her legs over the edge of the bed. “I’m hungry. I think I’ll—" Her words cut off in a sharp yelp as she was lifted bodily into the air by a pair of hands.

“Oh no you don’t,” Noir said, situating her comfortably in his arms. “You’re not walkin’ anywhere for the next two weeks if I have anything to say it.

“Oto-san!” Peni groaned in mock exasperation.

He squinted down at her. “What on earth does that mean?”

“Nothing,” she said happily as they swept out of the room to where friends and food waited.

 

Contrary to Noir’s wishes, Peni was cleared to leave by May that evening, having woken up in the morning. Upon the realization that her dimensional transporter was still mostly dismantled, Miles eagerly gave his over.

“This is my dimension after all,” he told her. “Hopefully there won’t be any crazy cross-dimensional issues in the next week.”

“Thank you,” she said, hugging him. “I’ll try to get a new one made by next weekend and get it to you.”

“Yeah, I was thinking we could try another diner. There’s a place on—”

“Maybe we should hold off on that for a while, bud,” Peter suggested, noting everyone else’s concerned expressions. “I think diners aren’t everyone’s favorite place right now.”

Miles nodded in understanding. “Well, how about that fast food place you liked so much when I met you?”

“So long as we don’t sit at the window,” Gwen said.

“A corner booth!” Ham cried. “Corner booths are the best.”

“Deal,” Miles said. “How about next weekend?”

Everyone voiced their consent, and Peni strapped on Miles’ transporter, Spider nestling himself into her pocket in preparation for the jump.

Noir cleared his throat and stepped forward, catching her attention. He was still not comfortable with taking his eyes off her yet, but he knew she had to go home.

“Er, stay safe, kid,” he told her. His mask and hat were back on in preparation for his own return home, but his tone told her everything. “I wouldn’t mind if you sent me one of those—what do you kids call it—a ‘text’ once and a while.”

Peni bit back a grin as Miles and Gwen failed to stifle their laughter behind her. “I will.”

He reached down and ruffled her hair. “Thanks. Try not to need saving for a little bit.”

“I’ll try my best,” she said, and took a step back. With one final wave from both her and Spider, she pressed the button and vanished in a flash of light.

 

Noir had only been in his dimension for a few hours when his transporter made a funny sound, the screen lighting up as a tiny patch of color in an otherwise colorless place. An envelope symbol flashed on the screen and he hit it, grinning at what popped up.

It was a picture of Peni posing with Sp//dr, her face morphed into one of the cute expressions that only she was capable of. Sp//dr wore a smile too, and a caption at the bottom said: _I don’t need saving yet!_

Over the next week until they saw each other in person again, she sent him at least one if not many such pictures as verification of her wellbeing if nothing else. His responses were far less impressive, full of typos and mistakes, but he hoped that she at least thought they were funny. True to his word, he tried to be more open about his past with her, though there was only so much that could be said over text message, so he held back on much of it until they were together again.

Each picture became a highlight of his otherwise dreary days, and they continued to add to the relief he felt that she was alive and well. The cuts on his body eventually healed, but the faint scars they left served as a reminder that any pain, any ravaging flame was worth bearing so long as she was alive and happy.

He had spared his child, and that was all that mattered.

**Notes for the Chapter:**

> Well that was certainly an adventure to write! I know it took me a while, but college is a demanding life more often than not. My next one will be shorter no doubt, but no less full of feels! Thank you all for all your comments and kudos, and if you feel inspired to write your own Peni and Noir stories, go for it! I will definitely read it ;p


End file.
